Intangible
by a-bit-of-this-and-that
Summary: Bucky was lost, and now he's found ...sort of. He's trying to make things work with Steve and Co. He'll never be exactly the same, but maybe he can figure it out. If not, he'll always have help. Chapter 3: "Plenty of accidents - when something happens, we just deal with it, yeah? " (Takes place after TWS and will eventually work-in CW)
1. Prelude: Do My Eyes Deceive Me?

_Hello!_

 _This is a Bucky-centric fic I started quite some time ago and am starting to flesh-out some more. I'm getting a little excited about it :)_

 _*I started this story before "Civil War," but the story will divert to head in that direction eventually_

*Author's Note: This story takes place in the Marvel Cinematic Universe BUT with some X-Men along for the ride (aren't we all pretty sad we won't be seeing THAT movie anytime soon!).

Katherine Pryde/Shadowcat will be a main character, so some of her X-Men friends will be mentioned or may pay a visit to the story! I'm not really considering this a cross-over since I'm more-or-less ignoring the X-Men Movies. This is my own take on fitting Shadowcat into the MCU. That being said, a working knowledge of the X-Men comics won't be necessary; any people/places/powers will be explained within the story as needed. Being an X-Men fan will (hopefully) just make the story and any cameos a little extra fun :)

 _ENJOY!_

* * *

 **1.**  
 **Do My Eyes Deceive Me?**

It was dark, but that wasn't bothersome. He knew the dark; he'd lurked in it extensively. That was not necessarily an aspect of his personality he longed to embrace on a regular basis, but he was comfortable there in the unlit hallway.

Bucky knew he was being creepy. It wasn't normal, really ...not socially acceptable, at least. He shouldn't be watching Steve- _not while he was sleeping._ It was odd. It would definitely be misconstrued if he were caught ...

Not that he would be.

No one else was in the apartment- _he could hear that._ Plus, he had already prowled the entire suite to double check when he woke up.

And it was doubtful that Steve would wake. For such a broad man, Bucky moved silently; stealth was a long-engrained skill. Now that he had taken up vigil, squatted there in the doorway, he had no need to move. He only watched without shifting about; he was excellent at remaining still ...such a skill was necessary for a sniper.

But he wasn't eyeing Steve down the barrel of a gun.

He was simply ...watching.

So that he could be **sure.**

Sometimes he just needed to see. Needed to see that Steve was okay. It was important because he could _remember._ Bucky remembered shooting Steve. His best friend. He'd shot the blond _more than once._

It didn't matter that he had not been sure who Steve was at the time because he had very clear memories, now. He could remember holding the gun, aiming along it at Steve, and his bullet meeting the mark again and again.

At the time he had merely been accomplishing a mission.

Now ...now, it made his stomach roll.

He sometimes woke in a sheen of sweat after a nightmare replayed the events in his mind. Other times, he would actually get sick and wretch ...but he didn't tell Steve this.

Steve would feel guilty. _Guilty_. As backwards as that was, Bucky knew that it was true. Steve had always been a martyr, and these days he was desperate to protect his old friend; he wouldn't want Bucky to beat himself up for what he'd done under HYDRA's influence. Instead, he would use that enhanced brain power of his to find a way to take responsibility for the whole debacle ...even if it meant rewinding time so far as to claim he should've saved Bucky back on that damned train.

 _That_ argument had been made before and had ended in a fight ...a very literal, physical fight. It hadn't been pretty; Bucky had just been _so mad_.

So he didn't tell Steve every single little detail anymore.

He wanted to save the time and energy that would go into a fight about history and blame and reasons. He wanted to save their friendship any pain - _Lord knew he had already caused enough of it already._

He stared towards the blond head laid upon a pillow in the bed before him. Steve slept soundly. His breathing was deep and regular. He was _fine._

He was fine, and he would probably stay fine.

He was Captain America these days, after all. He was not little Stevie who had to be looked after following any bump or even a substantial scare- his body matched that stout heart of his, now.

Bucky lapsed into thought about memories of them together back before the war. He didn't remember absolutely everything from that time, yet - _bits and pieces were missing and he wasn't sure about chronology-_ \- but most of it was there for him. A lot of it was hard and dark and horrifying, but there were lighter times, too: camaraderie, laughing, music, friends ...even a few girls when he'd been lucky.

When the brunette pulled himself back to the present, he knew he should get up and leave the doorway. He had been lingering there too much.

And Steve was just fine. Perfectly calm and safe.

Despite that he knew this and could even see the evidence directly in front of him, it took Bucky a little while longer to force his legs into standing and then to retreat from Steve's room.

He was not really prepared to go to sleep, so he paced the living room restlessly. He wouldn't be able to return to sleep yet; there was no point in even pretending to try.

After some more fidgeting, Bucky decided to use the gym upstairs- Stark Tower had one whole floor reserved for working out and training. There, he will be able to burn-off his energy. He quickly changed in his bedroom, but then he hesitated at the elevator. He was perfectly free to use the gym; he had a locker of clothes up there, even. However, he was suddenly hesitant to leave the floor without Steve.

 _'He's fine,'_ he reminded himself.

Steve wouldn't mind being woken up if Bucky needed him ...if he were upset.

 _'I'm not,'_ he attempted to convince himself. _'I'm fine, too...'_

Still, to appease himself, he did a second check of the apartment.

 _All good._

Satisfied, he slunk onto the elevator to go upstairs. Because Steve didn't need a babysitter. Plus, Stark Tower had impeccable security.

Anyway, there was no known threat in the place.

Bucky couldn't help that he sometimes got an ominous feeling that someone was watching or coming.

It had been getting more tolerable. He could trust that he was safe most days, but the very real possibility that HYDRA was looking for him still wore on him and made him hyper-aware. He couldn't quite shake that vigilance, which likely contributed to some of his nightmares and flashbacks. He had gotten better in the few months since Steve had found him, but he wasn't free of the horrors of his past or the anxiety they caused, and he certainly wasn't free of confusion or bouts of deep anger.

He had, for the most part, improved in how quickly he came back to himself and remembered where and when he was. He could reason with himself more often, now. Progress seemed much too slow, but Steve promised he had been doing well.

 _'Some days..._ '

Upstairs, Bucky faltered when he stepped through the opening elevator doors. There was movement and noise- _someone was there_. Luckily his eyes found a source immediately before he could get upset.

A woman with a dangling, brown ponytail was on a treadmill. That was all well and fine- _not like she was hurting anything_ \- except that it was quite late and he hadn't considered the possibility of having any company. Though he didn't immediately consider her a threat, Bucky watched the woman closely while he moved through the gym. She was an unknown quantity, so she couldn't be entirely discounted. Not yet.

The woman didn't make a move to acknowledge him, which was all the better as far as he was concerned. She had cords trailing from his ears- _headphones_. They may be the reason she hadn't looked around.

So Bucky went about his own business, ears perked but otherwise ignoring her. He helped himself to a punching bag, one of the ones with a dense core and reinforced chains suspending it. The improvement was courtesy of Tony Stark who, like his father, was a huge nerd and therefore seemed to enjoy the challenge of adding super-power accommodations to his building. Bucky still needed to hold back with his bionic arm, but the bag generally kept well. Beating on it in a steady, strong rhythm was calming to him. He could stop his mind's spinning and slowly grew content while he exerted himself.

He only stopped and spun round when there was a beeping noise behind him that was unlike the regular pace of the woman's jogging, which he had grown used to. His movement must have caught her eye because she looked his way after she clicked-off the treadmill. She nodded, brown ponytail flicking, and that was the end of her notice of him as far as he could tell.

His shirt was sleeveless, leaving his arm on display since he had not expected to see anyone _\- normally he might have taken precautions to conceal it_. She hadn't taken a second glance, however; it may as well not have been there. Which was ...a bit of a shock. He stood there and blinked a few times, surprised by how at-a-loss the gesture _(or lack of one)_ made him feel.

Tony talked openly about his arm whenever the chance presented itself.

Steve continually told him not to think of it as a weapon.

Pepper had done her best not to look when he'd met her.

Maria made snarky 'Bicentennial Man' comments that he didn't really understand.

Sam has calmly talked with him about how some guys he knew form his VA days would love such a high-tech prosthetic.

This woman ...accepted it? Didn't care?

 _'Why would she?'_ Bucky rolled his eyes at himself.

He didn't completely pull himself back to task, though. He shuffled toward the weight bench along another wall, but before he could sit he caught sight of the quiet woman disappearing into the locker room ... **through the wall**.

But _...no._

That could not have been real.

He looked properly. She'd been ...and then she'd gone ...but she couldn't have walked **through a wall**.

Bucky jumped to his feet.

She _couldn't_ have, and yet he had not noticed her veer to the right and continue down the hall. He should know; he was superb with details.

His hands clenched and unclenched at his sides.

He thought he should storm across the room and barge into the locker room _(he didn't care that it was a lady's room_ ) and demand to know what tricks she was pulling ...but it may have just been him. He _might_ have imagined it or seen the moment incorrectly...

But that wasn't something he normally did.

 _He could, though_ ; it wasn't like his mind was always 100% reliable these days.

If this had happened when he had just arrived downstairs after his paranoid vigil in the apartment, he might have stormed in on the girl in suspicious anger. He had calmed some, though, and hurried silently to the elevator bay instead.

Before he committed to making a scene or threatening anyone, he would check-in with Steve. He had learned this tactic after pinning Natasha _(or Natalia, as he remembered her)_ to a wall when she'd visited from Europe. If no one was in mortal danger: ask questions first. Incidentally, he still wasn't sure he trusted Natasha entirely, but Steve did so he was suspending his own judgements.

Because Steve was reliable and predictable ...he was safe.

Even so, he felt edgy as he quietly traversed Steve's apartment and sidled into his pal's doorway. He flicked on the light without preamble.

"Steve," he hissed.

He knew he didn't have to be too loud- Steve would wake easily.

It was a habit they shared.

Indeed, Steve sat up quickly, though he squinted against the room's light.

"Buck?"

"Uh-huh," he moved into the bedroom.

"S'goin on?"

"Tell me somethin' ...can people walk through walls now?"

"What?"

" _Walls_ \- c'mon. 'M I crazy or what?" he scowled and kicked at the foot of Steve's bed.

He really might be crazy. This would just be the nail in the coffin on that topic.

Surprisingly enough, Steve looked untroubled. He just dropped back against the mattress with a huff and scrubbed his hand through his hair.

"You meet Katie or something?"

"Who?"

"Where were you, anyway?" Steve mumbled.

"Gym. Why? Who's this?"

"Young, dark hair ...yay high?" he waved a hand around indiscriminately.

"Uh-huh."

"Katherine ...Katie. She works here for Tony," the other soldier recounted and rested his eyes closed again. "She's a mutant ...walks through stuff. She calls is _phasing_..."

Mutant.

Bucky knew what a mutant was, certainly.

 _Gifteds._

 _Inhumans._

 _Powered people_.

HYDRA had used many such people, both voluntarily and ...others not so willingly. It had not bothered him as The Winter Soldier, had never occurred to him that what some Gifted Individuals could so should be special or shocking. They had simply served a purpose, then.

Now ...well, now it obviously hit the " _What the Hell"_ button in his head.

"Oh," was his simple response. "So it's normal?"

"Normal? I dunno," Steve sighed. "Nothing's normal ...but she's alright, yeah. She helped Sam and I find you."

"She did? I don't remember that," Bucky frowned and rubbed uncomfortably at the back of his neck.

Making a last-ditch, panicked attempt to ditch Steve in Europe had been a whirlwind. Eventually, Steve and Sam had cornered him and talked him into coming with them to New York, but he only remembered those two being involved ...unless you counted the pilot of their jet.

"Well, we found you in _Prague_ ," Steve recalls, emphasizing the city to remind Bucky how far away he had been. "Katie traveled with us when we were in the States, but she stayed in contact by phone when we left Boston to track you in Europe after you raided that safe house in Belgium. She had commitments back here..."

"Okay..."

No reason to panic.

Nothing was wrong.

"You embarrass yourself?" Steve grinned lazily.

The thought of him doing something stupid in front of a girl was amusing to Steve. It probably wasn't fair- _he wasn't the same old Bucky_ \- but he couldn't help it.

"Didn't say nothin'," he shrugged.

"Could've at least said _hello_ ... ...whattcha doin' up? You alright?"

"Sure."

"... ...wanna watch a movie from JARVIS' list?"

JARVIS had provided a list of the American Film Institute's must-see movies that the pair were slowly making their way through.

"Nah, sorry I woke you."

"Meet you out there in a sec..."

Bucky _should_ feel bad when he turned around to go out to the living room, but ...he didn't. He was a little relieved. Maybe in the morning he would feel self-conscious, but for right now ...this was what friends were for.

* * *

 **Thoughts?!**


	2. Proper Introductions

**2\. Proper Introductions  
_**

Every now and then, Katherine Pryde couldn't quite believe where she was.

Sometimes it happened right in the middle of a work day; she would pull herself out of some line of thinking to look around ...and she would be amazed. She wouldn't say it aloud because she wanted to appear mature and professional, but she remained a little in awe of her impressive workspace.

Being a member of the Computer Science Division within Stark Industries was a far change from teaching science to disinterested teenagers. Xavier's School was an astonishing place and still meant the world to her, but Stark Tower in bustling Manhattan was inspiring in new ways. There, she could use her knowledge on a different level, stretch herself, and she had broader bounds for her skills. Some days it was exhausting, but it was exhilarating and fulfilling all the same. Of course, she had built her stamina from chasing super-powered children arounds school during the day and slipping off with the X-Men to thwart mutant extremists in the evening.

Katie scoffed at this thought and leaned back in her ergonomic office chair to stretch a little. She had been sitting at her desk for too long at that point; she'd have to stretch her legs soon ...maybe she would take lunch upstairs to wander the top lab and see if Tony was doing anything interesting.

"Well," she sighed, "I'm going to lunch."

She didn't need permission, but the announcement was a polite FYI to Sarah Jennings, her officemate.

"Okay," the blonde didn't look away from the three screens lining her desk.

Typical.

Katie rolled her eyes.

She and the other woman had never exactly gotten along swimmingly; they associated politely but little more. Early on, Katie had simply assumed that the other woman was a reserved sort, and this had not bothered her because she was personable enough to break the ice and warm the waters on her own. But time had slowly painted a picture for Katie: Sara resented her and had more or less dismissed her early on.

Despite being a large company, certain types of news traveled pretty quickly throughout Stark Industries. Due to this phenomenon, it was no secret that Katie knew Tony Stark casually as well as professionally. Stark has stopped by merely to chat, she she had nearly-unfettered access to his personal lab, and rumor had also gotten around that Tony had commissioned her to help Captain America with a _project_. Katie understood this connection was something that particularly ambitious workers could begrudge her for, so her personal policy had been to let her work speak for itself.

So far, this strategy hadn't won Mrs. Jennings over.

"See you later," Katie added once she locked down her computer and stood.

"Mmhmm..."

Fricking. Sarah. Jennings.

Not for the first time, Katie gave a silent thanks that their office was spacious enough to house two separate desks, a soft couch, and a small work table in the middle. What was more, there was shared space outside their office with a wide conference table, a few booths, and some more couches - _these allowed for more collaborative work with other members of their department but had the added bonus of letting one escape a dull officemate._

 _'And what a relief that is,'_ she smiled to herself.

The move from Westchester to Manhattan was refreshing, yes, but professional competition was something that she was working on getting used to- _there had not been the same sort of ladder to ascend when teaching prep school_. Katie had attended Culver University, where the academic atmosphere had had been similarly zealous, but reacquainting herself was difficult.

"Good morning, Pryde," another coworker raised a cardboard coffee cup in her direction as she passed one of the booths in their common area.

"Morning?" she laughed and changed her path go say hello. "Avi, it's past noon- you noticed that, right?"

The man shrugged a slim shoulder where he sat slouched at the table.

"I was up late last night."

"Shock..."

There wasn't a strict sense of "business hours" there, but Avi kept some of the most erratic schedules. He routinely stayed through the night and left when others were coming in, and he even had a worn-in cot in his office. Apparently he learned quickly as a student at MIT that he did his best and fastest work at night, so he'd gotten himself used to irregular sleeping patterns many years ago.

"I'm here, aren't I?" he flashed his bright white teeth in a grin.

"True, but you missed Cora's rousing pep talk this morning," she returned his smile easily.

"Then record the next one for me."

They laughed briefly together. Cora was one of the supervisors in the division, and her enthusiasm was not always easy to match. Apparently her father had worked for Howard Stark and she had idolized him growing up, so when she got the chance she had jumped ship at Google to join the new branch of Stark Industries in New York to oversee some cyber-security programs. Luckily she had the leadership skills as well as the prowess to backup her zeal, so she was universally well-liked in their little corner of the world.

"You have to get up earlier to earn those speeches," Katie argues.

"Ah, yes ...but while you're dreaming pretty little dreams, I'm doing the heavy lifting around here..."

Katie scoffed loudly.

"Whatever ...wanna go grab lunch? Or breakfast- whatever you're calling it..."

"Already did," he politely declined.

"See you around, then."

She left him behind to head down to one of the lower floors to a cafe to pick out some lunch. There were a few different places to eat on a handful of the lower building floors as well as a larger cafeteria on the main floor. Katie tended to favor the smaller cafe areas; though there were fewer food options, it was usually quieter and more comfortable.

"Hi Millie."

Not to mention, Katie's favorite senior citizen in Manhattan worked part time at the bistro on the ninth floor.

"Katherine," she only ever greeted her by her full name. "How are we today?"

"Can't complain yet; how's it been here? Any good gossip?"

The other lady laughed softly to her.

"No, none of that ...would you like a plate to eat here or a box to go?"

"To go today, I think."

At this, Millie nodded and began to fold-up a cardboard box with surprisingly nimble fingers.

Katie still planned to head upstairs and see if Stark was around. She hadn't talked to him in a while, and it was never a bad idea to check in.

Katie had not known Tony Stark for very long, but she had gotten a crash course introduction to him after Hank McCoy had recommended her for a job at the tower. Hank helped out with the X-Men, but he was also a US Senator who Tony had donated generous amounts of money to. Senator McCoy had been a vocal supporter of Tony's when Congress was trying to get him to forfeit his Iron Man technology; in return, Stark had gotten involved in some charity initiatives with the mutant Senator and struck up a respectful friendship. So when his favorite state representative came knocking about a little computer nerd looking for a new job, Tony's interest had been piqued.

Stark had more-or-less ignored her resume in favor of waging his own fact-finding mission with JARVIs, and then he'd invited her aboard. He had been welcoming enough while also making it blatantly clear he knew about her mutant status and wanted to see her "super-secret super power" in action. He had even taken to throwing small utensils and tools at her until she would show him her phasing ability- _incidentally, the novelty of this had not worn off yet, so when they were in appropriate company he would still lob items at her for recreational purposes_.

At it turned out, Tony's father had helped build some of the security components at the School- _because of course Professor Xavier had known Howard Stark_ \- so Tony had always known the gist of what was going on at "that high class orphanage upstate". He was interested in the cyber-security work Katie had done keeping Xavier's school secure, and Hank had fed him the basics on some of the cryptanalysis she did for the XMen when they were looking for information or tracking mutant hate groups. For her "trial period" Tony had set her up at the Computer Science Division and made sure she was part of some projects that interested him so he could quietly shadow along by keeping tabs on her projects and having JARVis send him copies of her work.

He had eventually announced to her that he liked the way she thought, and then he had started popping in more- _sometimes with Pepper_ \- and inviting her upstairs. Tony was sometimes grumbling that he was just "babysitting" her for Hank, but she had felt certain that he liked her ...a little ...maybe. He wouldn't invite her to read notes or share her thoughts if he didn't respect her a little, right? Finally, when Tony had recommended her to help Steve Rogers find The Winter Soldier, she knew once and for all that he was partial to her...

And she told him so.

Often.

Despite any and all denials.

No matter what he physically threw at her.

On the outside, she played it completely cool and teased him back derisively when he made fun of her for being young or tried to threaten that he fired mutants. Inside, however, she beamed with pride and excitement that she had made it and been accepted by this level of scientific genius.

So _what_ if Sarah Jennings didn't like her. Maybe she did get this job through a friend's recommendation, but she had kept it and earned recognition through skill alone.

"Alright, dear?"

Katie focused on Millie, her short white hair framing her olive complexion, and nodded.

"Just thinking..."

"Oh, leave work upstairs where it belongs- what can I do for you?"

She ordered a sandwich and picked out some veggies and humus, lingering longer than was strictly necessary in order to chat idly with the older woman. Millie, poised and unfailingly kind, reminded Katie of her grandmother who had passed away several years ago, now. Truthfully, it was one of the main reasons she favored this cafe.

"Thank you ...have a nice afternoon."

"Don't work yourself to death," Millie pointed a boney finger at Katie, who held her hands up to plead innocence.

For someone who worked in a building geared toward technology, the older woman could sure grumble up a storm about the carelessness of scientists ...maybe because she saw firsthand how much coffee many were willing to consumer in order to push themselves.

As Katie turned away from the cash register, she had every intention of following through on her plan to make the elevator ride upstairs. Before she could, however, her gaze passed over something that made her do a double take. Some _one_ , rather.

James Buchanan Barnes.

She knew his name and face well, along with some other vital information. She certainly _should_ know him; she'd worked hard enough with one Sam Wilson to track him down.

Today he was dressed in a dark, long-sleeve shirt and looked completely unremarkable while he picked at something with his fork. The only thing that looked slightly odd about him was that he was sitting alone at a table with four chairs and had selected the one seat facing directly away form the floor-to-ceiling windows. Most people would take advantage to enjoy the view, but he was facing resolutely away...

' _So he can face the room.'_ she computed quickly.

Missing the view was just a byproduct of situating himself with a wall at his back. Katie understood the impulse and had seen the practice- _Wolverine did the same thing._

 _'Tony can wait,'_ she decided and then headed toward the lone diner.

Before she reached the table, his eyes were up and on her. She almost faltered because his gaze was more appraising than welcoming, but she schooled herself and raised a small wave instead.

Bucky had known someone was approaching before he looked up. It was a natural sense of alertness caused by a shifting in the random milling-around of bodies in his peripheral vision.

When the sense of being targeted settled upon him, he came to attention. Striding straight in his direction was a brunette he had seen once before. Katherine ...Steve had said her name was Katherine.

Katie.

Worked for Stark.

Mutant.

Ally to Steve.

Safe.

"Can I sit?" she asked when she reached him.

She stood patiently near the table, waiting. He'd clearly sequestered himself, and she was showing some respect for that.

"...sure," his accepted, hinging this decision on the fact that she was not attempting to force her presence on him.

Her brown eyes crinkled a little in the corners to offer a polite smile while she lowered herself into the seat across from him. He eyed the food box in her hands and wondered if she planned to join him for a whole meal; he wasn't sure if he liked the prospect of that.

"Katie Pryde," she offered him her hand, delicate fingers stretched in his direction.

"James," he engulfed her offered hand in his own.

She nodded along, and he knew the words _"I know"_ were rattling around in her mind. He found he appreciated that she elected not to say it aloud- _it was unnerving enough to realize independently that she must know all about him._

"I, um..." she picked at the corner of her cardboard box. "I talked to Steve a few days ago; he mentioned I gave you a scare the other night..."

"Ah," he sat back from his food a little.

Just how much had Steve let slip? Surely he wasn't talking about _why_ he'd been in the gym that night ... **about Bucky's nightmares**.

"I figured I should apologize. I'm usually more discrete than that, but I wasn't thinking," she sighed. "Usually the only people I run into up there already know ...about me."

"Nah, don't apologize," Bucky shrugged. "I just thought I'd gone crazy," he muttered and waved a half-amused hand at his own head.

Katie laughed softly.

"I have that effect sometimes."

She admitted this with a rueful sort of air, and there was enough self-deprecation in her smile that Bucky had to grin some to her in return.

"I bet."

It sounded rude as soon as the comment left his lips, but he was just relieved to hear it wasn't only him. Anyway, Katie didn't seem offended.

"The first time Steve met me, he tried to tackle Stark before he realized what I could do," she informed him. "Tony likes to throw random things at me and watch me use my ability. He threw a box cutter at my head in front of Steve..."

Bucky snorted.

"He's always been noble..."

Katie smiled at the fond look that brought to Bucky's eye. She vividly remembered the anxiety and sorrow emanating from Steve when she had been helping find Bucky; she supposed this type of reminiscent comment made it all worth it for him.

"Do you care if I stay and..." Katie pointed at her meal box.

"...go ahead."

She popped the lid up and started in with a large bite out of her sandwich- _now that she was here and smelling food around her, she was definitely hungrier than she'd realized._

"I've never seen you down around here before," she commented idly after a couple bites started to settle her appetite.

"Yeah, I've started exploring a little more..."

He didn't quite meet her eye with this comment. He didn't want to get into the fact that he hadn't been venturing out much besides the gym and, occasionally, Stark's lab or apartment. Even then, most days he only went if Steve was also going. The other soldier had been encouraging him to get out more, though, and even Bucky could admit he was getting to be ridiculous ...bordering on pathetic.

So he had been forcing himself out of the comfort and perceived safety of the suite he shared with Steve. He walked through the city and ventured new places around the Tower ...it wasn't exactly a thrilling adventure, but it was _something_.

"Well, there are better restaurants outside the tower, I promise you," Katie joked.

"I know," He shrugged one broad shoulder up slowly.

"I'm kidding," Katie's foot kicked his shin lightly, which startled him more than it actually caused any pain. "You could wander around this place for months and probably not get bored."

"No kidding," Bucky grumbled.

"...you don't like it?"

Bucky met her curious eye and wasn't immediately sure how to answer. No, he didn't exactly like being in such a high profile place smack-dab in the middle of the city. On the other hand, yes, he was glad he had come back with Steve ... _running was more exhausting._

"It's interesting," he didn't commit.

His choice of words didn't seem to escape Katie, but she only smiled and continued to eat. Bucky ate a little more of what was left of his food, too, and knew he ought to say something. She had kept the conversation going so far; now it should be his turn ...but he felt oddly out of practice with smalltalk.

"How long have you worked here?" he eventually asked.

It seed like a easy question as well as a natural enough one since they'd already been discussing Stark Tower.

"Just over a year," the woman told him happily. "Before this I was teaching high school and middle school students."

Bucky furrowed his brow.

"Pretty big change," he waved his hand around at nothing in particular.

"Yeah," Katie snorted- _a mansion full of young mutants was amazing in many ways, but teenagers were still teenagers when it came to school_. "That's the understatement of the year."

"So there's gotta be a story behind how you ended up _here_ , right?"

"I did some side work that Tony could appreciate."

She's perfectly aware that her answer is vague- _she needs some privacy, after all._ Besides, she would never be fully certain which trait had originally intrigued Stark more about her affiliation at the school: her computer work regarding security or her dealings as a mutant with the X-Men.

Bucky scrutinized her quietly. Stark may be brash like his father and a little annoying, but there was no doubting his genius. If he appreciated Katie's work, it must be respectable. He didn't think that she was telling him everything, but her body language didn't read that she was feeding him outright lies.

"What is it that you do now?"

"Cryptanalysis ...some programming and security testing."

Bucky nodded slowly. He understood more about technology than Steve, but not to the point of what she was talking about. Sometimes he really wondered what all Stark's people got up to in this building and whether or not Stark could really be on top of what every team was working on ...it seemed like a building full of potential security _threats_.

Anyone with half a brain could be a threat if they wanted to be.

He should know...

"Alright?"

There was a nudge under the table to his foot this time, which pulled him out of his thoughts even more quickly than Katie's voice.

"Sure ...yeah," he assured her and thought of how to hedge. "Just sounds over my head."

"...well, I think you're being humble."

"How's that?"

Katie shrugged and glanced around as if to ensure no one was too close.

"You stayed hidden a long time when people were looking pretty hard- you're not stupid."

Some bud of pride bloomed in his chest. She wasn't wrong- _Bucky had hid away from Steve, who'd been backed by the resources and minds of Stark and herself._

"True," he conceded even as his attention was pulled away to someone else who was now approaching. "We have a visitor..."

It seemed to take a second for Katie to process his added comment before she turned to look, and by then the newcomer was mere feet away.

"I thought you said you were taking your food to go," the graying woman adopted an accusatory tone when she reached the pair.

But her eyes were not on him.

Katie looked up and smiled innocently.

"Well, I was going to ..."

The old lady hummed and plunged a hand into the pocket of her black work apron. Bucky tensed for a brief moment, but she only plucked out a small, wrapped package.

Katie laughed.

"Thanks, Millie!"

"Mmhmm..." this Millie patted Katie's shoulder and moved off to gather up some trash left at a nearby table.

"It's not what you know, it's who you know," Katie winked at Bucky and unwrapped the bag to reveal a large cookie. "...I helped her upgrade to a new phone, and now I get treats."

He snorted softly.

"...and she's not our only voyeur..." he grumbled and sat back.

Katie's smile dropped; she felt a little disconcerted by his sudden downtrodden demeanor. He hadn't exactly been an _enthusiastic_ conversationalist so far, but he was suddenly even more withdrawn.

"Should I dare to look?"

Bucky's eyes snapped to her and read her look almost instantly- _he'd put her on guard_.

"It's only Steve," he told her instantly.

"...why so upset about it, then?"

"I'm not."

His denial was smooth and even, giving nothing away. He was betrayed by the the tension that lingered in the lines of his mouth and his shoulders under his dark shirt.

But she thought she could take him at his word. Katie twisted in his seat so that she could slowly scan the room, and, sure enough, Mr. Steve Rogers was standing tall, blond, and proud near the glass banister at the staircase. He wasn't acting like a creep, but he was definitely watching them.

Katie wiggled her fingers in a wave before turning back to the brunette across from her.

"Cookie?"

Bucky glanced down to see that she was nimbly folding her large cookie in half to rip it apart.

"It's peanut butter," she held out a portion of it in his direction.

Involuntarily, his mouth began to water. Though he had been deprived of anything more than necessary sustenance as The Winter Soldier, he had distinct memories of enjoying sweets and had been indulging. He had found that milkshakes, in particular, remained a favorite.

"Thanks," he accepted the offer before his eyes darted back towards Steve.

Apparently the super soldier had taken Katie's wave as an invitation, for he was approaching.

"Hey, Buck... Katie," he greeted the pair and took a seat at the table, too.

Bucky ticked his chin in recognition and tore away a piece of the moist cookie to munch on.

"Hi Steve ...how've you been?"

"Alright, just busy with ...work. You know how it is..."

His words were non-specific, but Katie nodded her understanding. She knew that he, Tony, and the others were working on tracking down some of the items that had been stolen from SHEILD. Specifically, they were on the hunt for the scepter that had once belonged to Thor's brother.

 _Thor_.

Marie Hill had quietly mentioned to Katie once that, pun or no pun, Thor's biceps were out of this world. Katie had laughed at the time, but the ex-Agent was right. Definitely right...

"Any headway?" she asked, getting back on track.

"Nothing solid yet... Bruce has been talking about calling you to come look at some program he and Tony have been using..."

"Ooo," Katie perked up and her eyebrows popped in interest. "I think I'll take a portable lunch, then..."

She carefully plopped things back into her To-Go lunch box so she could head upstairs right away. Steve laughed softly at her, but he seemed amused rather than derisive.

"Wanna go and eavesdrop, Buck?" Steve chose to stand when Katie got up with her things.

"...sure."

He gathered up the remains of his lunch for the garbage and followed as he continued to chomp on his dessert.

"...didn't know you'd formally met," Steve commented quietly to Steve while they trailed slightly behind Katie, who he trusted to know the very quickest way upstairs.

"Bout twenty minutes ago," Bucky shrugged. "That alright?"

"Course it is - Katie's great," Steve approved, nodding.

"...great, huh?" Bucky ticked both eyebrows up and ticked his head toward his friend.

"C'mon- not like that," Steve rolled his eyes at him.

"You guys know I can hear you, right?"

As Katie was only a few feet ahead of them, she was able to look over her shoulder and give them a very pointed look. She had a grin adorning her face when she turned back to the elevators they neared, but Steve sighed sheepishly all the same.

At least he hadn't been saying anything inappropriate.

"Sorry," he muttered when they stopped with her at the bank of lifts and she poked at an ' _Up'_ button.

"That's fine- Tony gossips worse about me when he's looking me right in the face," she chortled.

"True enough..."

Steve had seen Katie and Stark together enough to know that she could hold her own with him when it came to trading verbal barbs. He also knew Tony liked Katie, but the billionaire had a funny way of showing his friendship. Still, he always felt like he was holding back an apology for the way his teammate treated her.

"Top floor, JARVIS?" Katie requested once they were all piled into the elevator carriage.

Punching the button for most of the upper floors was not enough to grant someone access- _one needed to bypass the security of Stark's AI._

 _'Certainly, Ms. Pryde - Misters Rogers and Barnes, good afternoon.'_

Steve nodded in acknowledgement. Bucky did nothing. He wasn't clear if he was supposed to just casually talk to a machine or ignore it, so he generally opted for the quieter choice.

Katie, meanwhile, seemed perfectly comfortable.

"Are Stark and Dr. Banner still working?"

 _'Yes ma'am, they are.'_

"Great..." she bounced expectantly on the balls of her feet while the elevator ascended. "What are they working on?"

 _'Programs have established which men and women were top HYDRA agents with S.H.I.E.L.D - they are working to track them down.'_

Katie nodded her understanding of the situation. She had heard plenty about The Avengers' search for any and all people and items who'd escaped when it was exposed that HYDRA had been hiding within S.H.I.E.L.D all along. Of course, the remaining S.H.I.E.L.D agents were working on this issue, too, but The Avengers weren't doing much collaboration since there was very little trust there- _they also weren't interfering, however._

When the lift pulled to a smooth stop and the sleek doors hissed open, Katie lead the way comfortably into the lab.

"Do you have powers of telepathy, too?" Tony asked when he spotted her. "We were talking about you this morning..."

"Better- I have informants," she jerked her thumb towards Steve.

"Ahh ...were you two lovers out for a stroll?" the scientist looked between the two soldiers. "Kitty Kat was the chaperone, right?"

"Ugh, don't call me that!" Katie complained - _not for the first time_.

"Yeah, yeah..." Tony rolled his eyes and whipped the pen he was holding in her direction.

Unfazed, Kate let it pass through her chest while she set her food box down on a mostly-cleared table.

"So what's up?"

"What's up is that you're going to spill spicy mustard all over my pristine table..."

"I won't, and that's not what I'm talking about. I heard you need my exquisite brainpower," she smirked at him.

"You're not smarter than us," Tony held up a finger to hold back her train of thought. "You're just a set of fresh thoughts..."

Katie just laughed.

Bruce, also chuckling at Tony's hubris, swiped his hand across the screen in front of him in order to expand it larger for her to see. Momentarily, she had a flashback to him standing in front of chalk boards during her time at Culver University when she had been his Teacher's Assistant for nearly a whole semester - _his 'incident' had caused him to flee Virginia halfway through her Senior Year._

"Focus up, Pryde. Time to play with the big boys"

Katie ignored Tony and surveyed the shifting screen.

"...critical path analysis?"

"A+ for the student," Tony thrust a finger at her.

Rather than rise to the bait and tell him off, Katie raised her fist in a mock-cheer.

"We're tracking people instead of the stolen artifacts, since they leave more of a trail," Bruce nodded. "We know where some of them have been and what they might want- now we just need to calculate the most likely ways they are going to get it. Barnes has some knowledge of some safe houses that might be in use, so that's helped..."

"The program isn't giving up much?"

"Not enough information," Bruce confirmed, folding his arms in front of him. "We're refining some of the equations so we can dump in more variables..."

"Won't that just confuse things?" Steve tried to follow.

"Nope," Tony waved him off, popping the "p" with clear relish.

"If you know what you're looking for, the program can sift-out irrelevant information," Katie was more helpful. "Kind of like ...if you're making a sculpture. You have to start with a huge slab of marble so that you're able to chip-away at it and make the statue that you want- starting with a smaller stone isn't going to get you the same result."

Steve mulled that over and nodded slowly.

"We started just using brute force to cast a wide net and find any HYDRA operative we could..."

"We were going after everyone," Steve recalled for Katie's benefit.

"Now we're leaving some of the smaller grunt work to the SHEILD teams still on the ground," Bruce continued, "so we can refine our search..."

"... so...instead of casting a net in a river, we're fly fishing?" Steve was following a little better with an analogy of his own.

"Exactly," Katie grinned.

"Look at you- proud teacher," Tony mocked her.

"You're so annoying. Do you want my help, or not?"

"Well... you work for me, so technically it would be insubordination if you don't," the shrugged carelessly.

"...you could just say please."

"No"

"Aw, c'mon- it's not hard"

"I'll never succumb to you," Tony vowed and threw a stylus at her.

Knowing that Katie had mutant abilities made seeing the object fly through her neck much less alarming to Bucky, but he scowled all the same.

"Do you have to be a dick?"

His question was a quiet one, but it still caught the attention of everyone in the room. He supposed some of the attention may be surprise that he'd spoken up at all - _he so often let himself quietly linger in the background_ \- but also for his rudeness.

Bucky meant what he said, though he was slightly rueful of speaking up. Stark was being incredibly generous in letting him stay there at the Tower with Steve, but Stark was, in fact, a dick a majority of the time. He didn't like the way the billionaire sometimes talked derisively to Steve, and now he was doing it to another colleague- _it was irritating._

"Beefcake #3 speaks," Tony snorted rather than rising to high levels of offense. "...either get a degree or get out, soldiers. The nerds have some brainstorming to do."

He was including Katie in the clique, now, and waved the two super soldiers away. Bucky was still frowning, but Steve just rolled his eyes and clapped his friend on the shoulder.

"Let's leave 'em to it ..."

"Sure..."

With a lingering glance at the unlikely trio huddled around the high-top table, Katie still leaning over her to-go box to munch on her food, he turned and joined Steve in an exit.

"You alright?" Steve muttered once they were closed onto the elevator again

"Sure; he just rubs be wrong some days..."

"He has that effect, but he's a good man," Steve assured him, smirking.

Bucky refrained from comment. It wasn't that he doubted Steve's assessment, but he didn't think he would be best friends with Tony Stark any time soon.

* * *

 _As the title of the chapter suggests, I needed to establish some relationships and set the stage some more in this chapter._

 _Hope it read well!_

 _Let me know what you think :)_


	3. Anything Could Happen

**3.  
** **Anything Could Happen**

You've held your head up  
You've fought the fight  
You bear the scars  
You've done your time  
 **'Dust to Dust,' The Civil Wars  
.**

"I thought we were doing alright, Bucky," Steve tried again.

It had been over an hour since Bucky had said anything, and that had just been a clipped " _I'm fine"_ when Steve had stopped for gas.

They were supposed to be staring down the barrel of a good week - _nice and quiet, that had been the plan_.

Overall, things had been continuing well in Manhattan. Bucky was still pretty somber, but that wasn't shocking given all he had been through. He still had some nightmares, but this, too, was to be expected. The fact that Bucky had not taken off in the night to go into hiding again was a success in Steve's book, so everything else was just minutia to be waded through.

But Bucky had made a few comments in the past weeks about how living inside one of the city's focal points made no strategic sense. Also, Steve had seen how some days walking in the city seemed to put his friend on-edge, like it was overwhelming.

Thus, an idea had been born.

When Steve himself had first thawed-out and had trouble wrapping his head around the fact he'd been "asleep" for seventy years, S.H.I.E.L.D had set him up with a safe house - _a secured cabin out in the woods_. He had stayed there for a few weeks, and it helped. He'd been able to slow down and process and accept everything at his own pace.

With some help from Sam, Steve had found somewhere similar upstate for him and Bucky to go. They would be out of the city where it was quiet, and hopefully Bucky would feel like he didn't need to worry so much.

Bucky had agreed, willing to try almost anything to feel settled.

He had remained perfectly fine with the idea until they actually got to the cabin. He'd only gotten as far as stepping out of the truck before balking...

* * *

 _"No."_

 _"What's that?" Steve had looked up after he'd dropped down the tailgate of his borrowed pickup truck._

 _"No. We gotta go."_

 _"Go where?" Steve had frowned, wondering if they forgot something._

 _"Back," the brunette had snapped and then rubbed his chest absently. "Let's go."_

 _"Back to the city?" Steve had frowned. "But.."_

 _"I want to go!" Bucky had shouted and rounded on him, but then he'd backed up a couple steps. "There's no one here," he'd added more quietly, like an afterthought._

 _"I thought that was sort of the point," Steve had argued but remained calm so as not to make his friend edgier._

 _"It was, but ...there's no one here," he repeated, still rubbing at his chest because his heart was racing uncomfortably. "Anything could happen."_

 _"Nothing's going to happen," Steve had promised, smiling a little bit now that he saw what Bucky's worry was._

 _"I could hurt you," he finally spat out bluntly._

 _Steve sighed. They had been over this before after some of Bucky's nightmares._

 _"You're not going t-"_

 _"I'm not staying, Steve."_

 _And he'd put himself back into the truck, just like that. Steve had merely gaped at him for a few moments. If he hadn't been so taken aback by the abrupt turnaround, he might have actually been a little happy that Bucky was being assertive about something and not standing back, just watching and listening._

 _Since it hadn't seemed like he was going to convince his friend back out of the vehicle, Steve had slammed the tailgate up and gotten back in for the long trek back to Manhattan._

* * *

And they'd barely spoken to each other the whole ride, save for Steve occasionally checking-in.

"I thought you liked the idea of getting out of the city," the blond soldier started again.

He was sure Bucky had. Steve had proposed it, but the other man had agreed - _Steve hadn't forced it_. Had he?

"I did," Bucky stiffly answered. "And then I didn't."

He could see they were back to the city, so it was a safe time to give an answer. If they devolved into an argument, they'd be getting out of the truck soon anyways.

"Okay..." Steve was glad for an actual answer, now. "Why? Because you're not going to hurt me. I trust you; you know that."

"No, no; it's not about you, Steve," the brunette grumbled.

In his peripheral he saw Steve grimace in the driver's seat, but that wasn't what he'd meant.

"I..." he stopped and exhaled slowly through his nose- _couldn't Steve drive faster?_ "It's just ...I mean, it's not you," he finally spat out.

Steve didn't seem to get it, to understand that just because he trusted Bucky didn't mean Bucky deserved it. Steve could trust him all day long, but that had no bearing on whether something might happen. On whether he might _do_ something.

Neither of them knew when something could happen.

 _Anything_ could happen.

Bucky knew what he was capable of. He could remember.

He shuddered where he sat.

"We would've been safe," Steve insisted anyway. "I'm not scared of you."

Sure, but Steve had always been a little reckless. Okay, a _lot_ reckless. Bucky remembered that much about his life before the war- _some of his memories were still muddled, but he knew Steve had a knack for running straight into messes he should've walked way from._

He didn't want to be one of those messes.

But he was. He was an awful kind of trouble, and Steve just wouldn't walk away. That enraged Bucky just as much as it made him want to ... _cry_ with gratitude. He swallowed quickly because he didn't want to feel either of those things. The juxtaposition was almost painful.

"We've handled everything so far," Steve reminded him- _he was too busy turning into the parking ramp under Stark Tower to look over and see Bucky's continuing turmoil_.

The other man scoffed. Sure, if "handled" meant screams and kicking, wrestling, some broken lamps and tables, and a patch of splintered drywall by his bed. He was getting better- _he supposed_ \- but nothing was fluff or roses.

At least back here in New York there were other safeguards and security. Iron Man, for instance. Or JARVIS always watching.

"We have," Steve said firmly as he parked. "You're doing great."

Great.

Nothing about him seemed "great." He was a mess, and he felt incomplete. He knew Steve was his friend - _he could feel it_ \- but parts of their history were missing; there were strips of memory that he didn't even know were missing until Steve mentioned something that tickled familiarly in his mind. HYDRA had meddled in his brain so much that he often felt he'd never know everything for sure.

He was a solider before he was The Winter Soldier, but sometimes he couldn't see where one had stopped and the other had began. Steve said The Soldier wasn't actually him, but Bucky wasn't sure he agreed - _it's all in there, all inside of him_. So was he one or the other- _Bucky or Winter Soldier_? Was he both? Could he just be "Bucky" again? He could remember he'd been happy then...

He had no idea if he'd completely get that back.

If he could.

So he clambered out of the truck.

He paused, wanting to run. Okay, maybe he could settle for a walk. Walk off his thoughts, try to walk _away_ from them...

But Steve would follow.

Steve would always follow, and he didn't deserve that, not after everything he'd done. He didn't deserve Steve's loyalty and his inherent goodness.

Not that he could say that aloud. He would just break Steve's heart.

"I need her," he blurts, fists clenched tight as his sides.

"Huh?"

Steve had gotten out of the truck, too, and was watching over the hood as Bucky thought.

"...Kate," Bucky had to grope in his mind for a moment but said the name confidently, now. "Katie. Where is she?"

She worked there- _she might be close by_. Bucky found that he suddenly liked that thought.

"Katie?" Steve repeated skeptically. "It's late, Bucky ...she must be at home, I guess."

He was feeling wrong-footed, but, yes, he assumed Katie would be at home ...or out. She couldn't be at work all the time. Although, she was a little like Stark sometimes, and he worked at all sorts of hours...

"I want her."

"Buck!" Steve scowled quickly.

The brunette threw him a filthy look over the dusty hood of the truck they had now driven back and forth around the state.

"Not like _that_ ," he growled. "She's ...I don't know," he admitted as he realized it, "but I can't hurt her."

 _Stark had thrown enough things at her to make that obvious_

He couldn _'t_ hurt her, and it wasn't about some blind trust - _he literally couldn't_.

"Call her."

"No, it's late-"

"Call her, Steve," Bucky repeated, staring at the black of the vehicle between them rather than the blue of his friend's eyes. "I ...feel wrong. Please."

It was the ' _please'_ that broke Steve down.

He would almost rather see Bucky throw a fit, to yell at him or hit something. He didn't like that sort of behavior, sure, but it was better than what could be construed as begging.

 _'I feel...wrong.'_

He was pleading with Steve, telling him a small but painful truth. It was an admission ...or possibly a warning. Like he could feel something happening. Something coming.

Maybe Katie shouldn't be around for something like that, but Bucky did have a point. Katie wouldn't physically get hurt by anything he might do.

"Okay," he agreed. "Okay, sure. Let's go up..."

Bucky visibly relaxed, and Steve was glad to see it. He had no idea why he'd suddenly thought of Katie, but they'd see how it went.

They entered the elevator and Steve pulled out his ID Card that would take them straight to his floor without stopping. As soon as he scanned the card, he made sure JARVIS was listening.

 **'Yes, Captain?'** the AI responded immediately.

"JARVIS, can you call Katie Pryde?"

 **'I have access to her telephone number. Shall I call now despite the hour?"**

Steve glanced at Bucky.

"Yes, please."

X

Katie jolted in bed, but slivering an eye open told her it was still pitch dark so she was pretty sure about ignoring her ringing phone. If they couldn't call at a descent hour, then whoever it was couldn't be a very good friend.

As her mind cleared, however, she realized it could be an emergency. It might even be the School.

"Hello?" she snatched her phone and tapped it on.

 **'Ms. Pryde.'**

"...JARVIS?" she groaned and flopped onto her pillows again. "What does Tony want?"

 **'I am not calling on his behalf, no. I am calling for Captain Rogers.'**

"Steve?" That was more interesting since he was less likely to call on an indescribable whim. "Isn't he camping?"

 **'He left but returned tonight, and he requests that you come to Stark Tower as soon as you are able,'** JARVIS reported dutifully. **'He also extends an apology that he has sent a call so late.'**

"Why did he?" Katie asked, flipping the covers off of herself to roll out of her soft-and-oh-so-warm-bed - _it was a shame but she told herself this must be for a good reason._

 **'I am not entirely clear. Sergeant Barnes is with him; he does not seem happy.'**

That wasn't so helpful. He never appeared to be overtly happy.

Not that you could blame the guy.

"Is everyone okay?"

 **'Everyone appears physically healthy, yes.'**

"Okay ...tell him...' Katie switched on a light and dragged a hand through her long, dark hair. "Tell him I'll be there in, like ...twenty minutes?"

 **'I will relay the message. Thank you, Miss Pryde.'**

"Bye, JARVIS."

Katie dropped her phone away and rushed around for more clothes besides her running pants and sports bra she'd worn to bed. A tank top and white track jacket came on, and she found her purse so she could drive to Stark Tower. She often took the subway or sometimes even walked, but driving would be fine this time of night ... _or morning, rather._

She was a little more awake when she arrived at Stark Tower. JARVIS greeted her when she swiped-in through the garage elevator, and he sent her right up to Rogers' apartment before she could ask. That was just as well, and she leant lazily on the wall of the lift wondering what she'd find when she arrived.

"Thanks, JARVIS," Katie sighed when she straightened as the elevator doors pulled open.

Steve was sitting on the nearest end of the couch and rose when Katie arrived with the ' _ping'_ of the doors. Barnes was across the room and remained seated in his armchair, his head hung in his hands.

"Hi, Katie."

"Morning," she winked.

Barnes looked up, but his shoulders remain slumped, and he just shifted in his chair.

"I know - sorry about the time..."

"Can't say I was expecting a call. I thought you were camping," she gave him an inquiring look.

"Never quite got to that," he confessed, though he did not elaborate immediately.

Katie nodded and darted a look at the other man in the room. She had only seen him a few times since she'd talked to him in the cafe, so she wasn't really sure what he and Steve might want.

"He didn't like the idea that there was no one around to help me if he got...confused. He's worrying 'bout hurting me," Steve told her quietly, though he knew Bucky could hear him.

"Oh," Katie frowned, and she hoped that made her look suitably sympathetic.

Last she heard, Steve had seemed to be looking forward to the road trip away from the hustle of the city. It had sounded like he really thought it would be helpful.

"Well, he thought of you ...because he can't hurt you, really..." Steve explained awkwardly, looking thoroughly apologetic.

"So here I am..." she understood.

"That alright?"

"Sure," Katie shrugged, sounding chipper enough for 1:00am.

And she did mean it. Sure, she would have preferred to come over during the day and all, but it was fine. She had lived a majority of her life at a school with plenty of teenagers who couldn't completely control their powers, so it was nothing knew to be on alert. She had often helped these students train because she was one of the teachers who was least likely to get hurt when other teachers might- _fire, explosions, the odd energy ray, etc._ Katie was fully aware that it was a usable benefit to be able to phase through nearly anything.

"Really," she added when Steve looked dubious.

To prove it, she let herself properly into the apartment and dropped down to sit on the couch. It was incredibly comfortable - _Stark apparently spared no expense on his allies_.

God; Katie almost groaned as she settled in.

"Rough night, James?" she asked, eyes gentle and tone light.

He nodded, still looking down towards the carpet.

"Okay ...I get that," she joined him in nodding.

"You _get_ that?" the brunette man looked up at her, eyes narrowed.

"Buck," Steve's tone held a warning.

She waved Steve off.

"Yeah," Katie responded to the brunette man, still calm. "I do."

He tilted his head at her but didn't say any more about her comments. Neither did Steve, who continued to hang back.

"...you know," she began again after they all sat in a little more silence. "You're just sitting in front of a super expensive TV," she grinned.

She wasn't shocked if he didn't want to talk to her, but the place was too quiet. A distraction - _even some show Barnes didn't care about-_ might help get him out of his head.

He shrugged in response to her statement.

Katie took this as permission and stood to snatch the remote off of the coffee table. She sat back at the end of the couch nearest Barnes' seat, and she clicked on the large widescreen in front of them so she could scroll through a vast number of TV and movie channels. She didn't want to select anything too violent or any confusing shows; she considered a comedy since it would be light...

"Do either of you like baseball?" she checked while looking through some of the available movies.

"...we used to go to Dodgers games," Steve provided when she was met with a couple moments of silence from the other occupant of the room.

"Steve says they left Brooklyn," Barnes then followed-up quietly.

"Yeah, back before I can remember," Katie grinned and watched his reaction.

He only nodded and kept his eyes on the TV while she set up "Moneyball" to play- _it might interest him but was also a calm film._

"...I can't remember the last time I saw a diamond," Barnes remarked a little wide-eyed when he actually looked up to see the movie start.

Katie looked to Steve, then back to the brunette.

"...should I change it?"

He shook his head, dark hair swaying around his face, and kept watching.

That was the last talking he did throughout the movie. Steve, who'd moved into the room to take a seat, asked a few questions about tactics and teams once Katie explained the movie was based on a true story- _he seemed to enjoy it._ Barnes just watched with rapt attention throughout the film, quiet but attentive. If nothing else, Katie had been right: he seemed to get out of his head and away from his worrying.

"Well," Katie stood to stretch and yawn deeply when the credits rolled.

Startled, she jumped when Barnes immediately shoved himself to his feet, too. His face was alert again. He'd obviously come back to the realization about just why Katie was there with them.

"Alright?"

He just looked around a bit.

"...want to crash here?" Steve offered her.

He stayed sitting so he didn't make the moment more tense, but he was eyeing Bucky, and she started to wonder if Steve wasn't actually part of the problem.

"We still have open beds - two rooms we aren't using," he explained to her.

Katie looked down at herself; she was in modified pajamas anyway.

"Sure. Probably a nicer bed than mine anyway, huh?" she smiled at the thought of what Tony must have his rooms decked in.

"Depends what you liked in a bed," Steve muttered, which Katie didn't really understand. "I"ll show you a room."

"Good night," she waved to Bucky and then followed Steve away from the sitting room towards the side hallway.

"I sleep here," he pointed at the first door to the master bedroom, "and Bucky took the one at the end of the hall ...you can use this one," he lead her to the next open door on the right.

As expected, there was a large bed near the windows with a thick comforter tucked just so. She felt more tired just looking at it. Yes; it would be a fine choice to stay here.

"Okay?" he looked like an unsure host.

"Looks good to me, Cap," Katie smiled and nudged his side lightly. "Are you alright?"

Steve glanced down and sighed. He knew Katie used to be a school teacher, and he could see it right now as she checked in with genuine concern. He knew she was smart like Stark and worked for him, but she did not seem to actually be much like him. He didn't care if Clint sometimes lumped them together as "nerds"- _they were different_ ; Katie was less egocentric and overtly thoughtful instead of hiding it under layers of sarcasm.

Given how much he felt he'd been working lately, he didn't mind someone reaching out. He allowed himself to indulge in being looked after for a few moments.

"I'm _doing_ ," he half-answered and leaned a thick shoulder on the wall beside the room he'd lead her to. "It's just slow."

"Hey; he's still here."

Before Sam had headed back to DC for a while, he had told Katie that Steve was nervous Bucky might take off on him...again. No matter how slow things might be progressing, at least they weren't back to square one with an AWOL soldier.

"True," Steve conceded, "and I'm so relieved," he added so as not to sound ungrateful.

"...but I guess that doesn't mean you've been able to relax much, huh?"

"No," he rolled his eyes, "it doesn't ...and I really thought this week would be good..."

"Hey, you tried," she offered helpfully. "And I think you need to relax," was her advice.

"Yeah," Steve scoffed. "Maybe someday."

Katie frowned, but she supposed it wasn't her place to push too much.

"Okay," Steve straightened up properly. "Sleep well ...just so you know, nights don't always go great. If you hear something, don't worry," he promised. "I'll get him."

"Stop worrying about me," Katie waved a hand around. "Kids at our school woke up on fire sometimes ...or flying, or they'd teleported and got lost so we had to search for them. Plenty of accidents - when something happens, we just deal with it. Yeah?"

"Wow," he chortled, imagining that. "Guess we are small beans for you."

"Oh, yeah ; Captain America's got nothin' on me," she shrugged, glad he was smiling. "I'm going to hit the sack..."

"Right. Bathroom is across the hall."

"Got it. Thanks, Steve ...good night."

She scampered across the hall to use the bathroom and then entered the plush bedroom to crawl into bed for the second time that night.

She was able to hear the dull murmur of the guys' voices down the hall, but she paid it little mind. The bed was as comfortable as it had looked- _even more so, perhaps_ \- so even when their voices raised a bit, she let it be.

When she heard a loud bang, she felt less passive. She shot out of bed instinctively and jogged down the hall wondering if she was going to find them fighting or wrestling around - _yet_ _another thing she had seen plenty of at Xavier's School._

They hadn't actually devolved into such a juvenile display when she arrived in the living room, however, and were quiet again by the time she walked in them. Bucky was back on his feet, his chair toppled over behind him.

"You just need some sleep, that's all," Steve was saying.

"I don't need t-" but Bucky cut himself off when he spotted the movement of Katie entering the room.

He just stared, mouth pulled taught in a frown.

"Sorry, Kate," Steve sighed when he followed his friend's look.

"It's okay ...sort of," she added since she _was_ tired and it likely showed. "You need sleep, too, Steve. Go ahead," she urged him.

"I'm n-"

"Go ahead," she told him sternly. "You asked me her to help ...remember what I said about relaxing?"

Steve tried not to glare at Katie, for she was only trying to be helpful. Still, he very much wanted to argue.

But one glanced at Bucky deflated his resolve- _he obviously wasn't getting anywhere with his friend right now_. He didn't know what her plan was, but he opted to obey all the same.

"Okay... ..." he huffed. "Good night."

He **was** tired.

"Good night," Katie returned and watched him turn to retreat to his room. "Okay..."

Her plan was extremely simple: give Barnes what he wanted.

Within reason.

"I'm getting the impression you aren't planning to sleep," she told him lightly.

"No," his answer was flat.

"Alright ...do you want me to stick around out here with you?" she offered.

That one took a few seconds for him to decide.

"No," he answered dispassionately again, looking away to the carpet.

"That's fine ...if you're staying out here, you might want to fix your chair."

While he did so, silently lifting it back into place with one hand, Katie turned the TV back on and scanned channels again. The Science Channel was showing a stream of " _How It's Made,_ " so she turned that on. TV had distracted him before; maybe it would again.

"There ...it's not that exciting, but it's interesting anyway. Are you feeling okay?"

He silently nodded.

"Steve gave me the second room if you need anything."

"Alright," he nodded again, jaw tight.

He thought he wanted to thank her- _he definitely knew that he should_. She came here. She was staying calm and being nice ...thanks were in order, but he wasn't sure how to say these things.

So he was monosyllabic instead.

"Good night," Katie retreated a second time.

And she felt fine about it even if maybe Steve was right and Barnes _should_ be sleeping. But he obviously had a reason to not want to, so why push it? Barring drugs, you couldn't force something like sleep onto a grown man - _it was best to pick one's battles._

Everyone in the suit was an adult, and now they were all getting what they needed even if those needs were as simple as sleeping or being left alone. Those things weren't nothing. She and Steve wanted to sleep, and Barnes needed to have his wishes respected to be able to relax.

Easy enough for right now.

Sometimes, it was best just to let people **be**.

Katie left her bedroom door halfway open in case Barnes needed something, but then she crawled right back into bed to use the thick pillows and fluffy blankets to full advantage.

XX

Katie did not wake to an alarm the next morning, which was as strange as it was blissful. She woke slowly and naturally to soft light filling the room, and for a moment she couldn't figure out how that could be because she'd bought thick curtains for her apartment on purpose...

Then she recalled that she was not in her room at all.

JARVIS had called.

She propped herself up on her elbows so she could roll her neck, letting it crack and loosen some of its morning tightness. Nope, this was definitely not her place. She would, however, like to find out if Tony could deliver this very mattress to her apartment.

As much as she'd like to stay curled up there in the comforter all morning, Katie was a guest and she wouldn't want to be rude.

The apartment was silent as she rolled out of bed and grabbed her sweatshirt to head for the bathroom, and a note stuck to the restroom door explained why:

 ** _Katie -_**

 ** _Wasn't sure when you'd be up and we didn't want to wake you- we are  
downstairs in the gym._**

 ** _Coffee's on._**

 ** _-Steve_**

When she made her way to the kitchen in search of the coffee Steve had mentioned, she considered that she should probably go down for her own workout. She wasn't feeling highly motivated after her night of interrupted sleep, however.

So, instead, she found a mug and filled it with the coffee Steve had started. She felt perfectly welcome in the apartment, but she didn't know what to do with herself standing there alone on the cool tile.

It was a kitchen, though, so it seemed fairly obvious that she should get some breakfast. She had no clue when the two men would be back since she figured that both Super Soldiers could probably exercise _a lot_ , but she was hungry.

Telling herself that she'd been invited in so she could make herself to home, Katie allowed herself to poke around for an adequate meal. Since it was Stark Tower, she was not disappointed: bacon, eggs, sausage, hash browns, fruit, and various breads and bagels for toasting. The guys were certainly set-up to make a whole buffet if they wanted to, but Katie didn't need a smorgasbord - _she just wanted to pilfer_.

"Caught in the act..." Katie held up her hands in mock surrender when the elevator quietly opened to reveal Steve and Bucky.

They were both wet-haired and fresh-clothed from apparent showers in the locker room.

Steve only chuckled as he approached. She had freshly-cracked eggs in a pan to stir up and scramble, so it was clear what was going on.

"Don't act guilty; it's good timing..."

He seemed pleased and even came into the kitchen to help out with pulling out more food. Barnes watched them a few moments but just took a seat on the couch - _it seemed that he knew food would come his way eventually and he didn't have to worry._

"Did you sleep alright?" Steve asked quietly in the kitchen.

"Oh yeah- the bed was as comfortable as it looked, for sure," Katie flashed a grin.

"Okay, good ...sorry again."

"Stop," Katie groaned and waved him off. "I don't mind if it helps. Plus, I didn't have to go grocery shopping for any of this."

Steve knew she was just joking to ease the moment and dismiss him, but he allowed it. She could have left while he and Bucky were downstairs- _she wouldn't still be if she was annoyed or too busy._

He started when Katie nudged him and nodded at Bucky with a questioning eyebrow raised. He only shrugged. He was pretty sure Bucky didn't get much sleep, though he may have nodded off there in the living room during the night. In any case, he'd been awake when Steve got up around six and they'd headed downstairs without discussion.

"I can finish this," Steve promised Katie when he saw her reaching for more eggs. "Go ahead and eat what you had made up..."

"No; I don't mind cooking," she waved him off.

"Neither do I - go on before yours gets cold."

Steve could only assume he and Bucky would be eating more food than her; there was no point in her waiting and letting her own food get cold.

"Alright, alright ..."

After she'd settled herself in a stool at the high counter, Bucky rose from the living room and padded wordlessly into the kitchen to pour a plain cup of coffee. He took a long, slow whiff of the sausage and bacon Steve had in a pan and let himself enjoy the feeling of his mouth watering in anticipation. Sometimes he still found himself shocked at the plethora of taste-filled food available to him here, but he certainly had no complaints.

He then washed the sensation down with bitter coffee and wound back through the kitchen to pull a second stool out at the counter. He edged it a extra foot or two from Katie so he had his own space but perched onto it to share the counter with her all the same.

"Not a cook?" Katie asked him between bites.

"Nah, never really learned," he muttered. "...my sister did..."

"You have a sister?" her interest was piqued.

"Had," he corrected quietly and gave a small nod.

"Right; I'm -"

"Rebecca," he cut off the apology he felt looming- _he'd known what she meant._

"So she was older and helped look after you?"

He just stared fixedly at his mug of coffee.

"Bucky was the oldest; Rebecca was the baby," Steve supplied instead. "She tagged-along a lot when we were younger. Started a lot of trouble..."

Bucky snorted despite himself.

"Like you can talk."

Steve chuckled along, making no argument, and Katie ginned at the pair but held her tongue. There was usually an air of tension fluttering around anywhere Barnes went, but it seemed to have dissipated for a few moments to show her the ease this friendship had always had.


End file.
